Launch of Initial Placing

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES (OR TO ANY US PERSONS), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND, THE UNITED KINGDOM, BELGIUM, FRANCE, GERMANY, THE NETHERLANDS, OR SWEDEN (TOGETHER "ELIGIBLE MEMBER STATES), AND THEN, ONLY TO PERSONS IN ELIGIBLE MEMBER STATES WHO ARE NOT RETAIL INVESTORS) OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

 

21 November 2019

 

Greencoat Renewables PLC Launches 12 month

350 million Share Issuance Programme

 

 Launch of Initial Placing of approximately €100 million to finance continued attractive M&A opportunities

 

Notice of EGM to Approve Share Issuance Programme

 

21 November 2019 | Greencoat Renewables PLC ("Greencoat Renewables" or "the Company"), the renewable infrastructure company, invested in euro-denominated assets, is pleased to announce a 12 month Share Issuance Programme of up to 350 million New Shares in the capital of the Company in a number of tranches, to provide the Company with greater financial capacity to continue to take advantage of an active secondary market for wind assets in Ireland and to pursue identified opportunities in targeted European markets.

 

The Company intends to issue approximately 88 million Placing Shares at a price of €1.13 per Placing Share pursuant to the first tranche of the Share Issuance Programme, being the

Initial Placing, which is being launched today.

 

The Placing Shares will be issued through a placing by way of a non pre-emptive issuance to institutional investors pursuant to the terms and conditions set out in the Appendix to this Announcement.

 

In line with strategy, the proceeds of the Initial Placing will be used to refinance the Company's Revolving Credit Facility, allowing the Company to make acquisitions while maintaining total gearing (currently 47%) within the target range.

 

The 12-month Share Issuance Programme will, the Board believes, provide the Company with the financial flexibility to raise further equity as value-accretive investment opportunities continue to arise and enable the Company to deliver effectively on its stated strategy.

 

The secondary wind market remains very active, and the Company is currently considering over €500m of asset sale processes in Ireland and targeted European markets.

 

Implementation of the Share Issuance Programme requires the approval of the Company's shareholders at the Extraordinary General Meeting (EGM) to be held on 16 December 2019. The Board believes that the Share Issuance Programme is in the best interests of shareholders as a whole and unanimously recommends that Shareholders vote in favour of the resolutions in respect of the Share Issuance Programme and related matters at the EGM. The Directors intend to vote in favour of the resolutions in respect of their own beneficial holdings of Ordinary Shares which amount in aggregate to 266,909 Ordinary Shares, constituting 0.05% of the issued Ordinary Share capital.

 

Ronan Murphy, Non-Executive Chairman of Greencoat Renewables, said:

 

"The secondary wind market in Ireland continues to offer considerable value for Greencoat Renewables. We are very pleased with the progress made, both in acquiring value-accretive generational capacity from a wide range of sellers, and in operating those assets effectively. The pipeline for further acquisitions in Ireland remains strong, and we are evaluating attractive opportunities elsewhere in Europe. We thank our shareholders for their continued support."

 

Background to, and Reasons for, the Share Issuance Programme

 

Delivery of Strategy

Greencoat Renewables listed in July of 2017, raising gross proceeds of €270 million, and subsequently raised a total of €258.7 million. Total capital raised to date from shareholders is €528.7 million.

 

Since listing, the Company has delivered on its stated strategy:

 

·    Paid a pro rata 6 cent annual dividend for the period following listing in 2017, and announced a 6.03 cent target dividend for the 2019 full year having declared total dividends of 4.5225 cent with respect to the period to 30 September 2019;

·   Increased GAV from €332.4 million at 30 September 2017 to €984.3 million at 30 September 2019;

·     Increased NAV from 98 cents per share at IPO to 103.5 cents per share in 30 September 2019;

·     In 2017 and 2018, the Company completed investments in 10 wind generation assets in addition to the two initial seed assets, increasing net installed capacity from 137MW to 384MW as at 31 December 2018;

·  Year-to-date in 2019, there have been 3 additional investments in wind generation assets, acquiring a further stake in Cloosh Valley Wind Farm in March 2019, Gortahile Wind Farm in September 2019 and Killala Wind Farm in November 2019, bringing net generation capacity to 448MW;

·    Put in place a Revolving Credit Facility to refinance seed portfolio project finance debt and fund subsequent acquisitions; and

·     Maintained operational performance of the portfolio in line with management expectations.

 

Irish Market Background

Ireland remains an attractive location for investment in wind assets, with a reliable wind resource and robust regulatory regime underpinned by REFIT 2 and the forthcoming replacement announced for 2020 RESS. The estimated renewable capacity for onshore wind in Ireland is expected to increase from 4.5GW in 2020 to 8.2GW in 2030 according to Ireland's Climate Action Plan.

 

Strength of Acquisition Pipeline

The Company has an attractive pipeline of opportunities to acquire wind farms in Ireland and continues to evaluate investment opportunities in other targeted EU jurisdictions and wants to ensure that it is in a position to capitalise on these opportunities as and when they become available. The Company is therefore proposing the Share Issuance Programme under which it will be able to issue New Shares. The proceeds of which will be used to refinance the Company's Revolving Credit Facility, allowing the Company to take advantage of such investment opportunities as they arise.

 

The Irish secondary market for wind assets remains very active, with over 4.3GW of assets on schedule to be operational by 2020. Through its expertise and established relationships, Greencoat Renewables is very well placed to transact across the market having acquired 12 windfarms since Admission and having acquired a portfolio of 451MW.

 

The Company is building a pipeline of opportunities in target European markets (specifically Belgium, Finland, France, Germany and the Netherlands) which provide an opportunity for further geographic diversification in the short and medium term.

 

Benefits of the Share Issuance Programme

The Directors believe that the Share Issuance Programme will confer the following benefits for Shareholders and the Company:

 

(i)        allows the Company to repay part of its borrowings under its existing Revolving Credit Facility, enabling it to take advantage of the pipeline of opportunities presently under consideration;

(ii)         the phased issuance of equity will allow the Company to manage its leverage and ensure that it is appropriate, based on the portfolio at the time; and

(iii)    receiving approval from Shareholders for the full issuance of New Shares under the Share Issuance Programme will allow the Company to raise further tranches of equity more quickly and cost-efficiently within the 12-month authorisation period.

NAV per Share Accretive

The Placing Price represents a discount of 7.0% to the closing price per Ordinary Share of €1.215 on Euronext Dublin and 6.6% to the closing price per Ordinary Share of €1.21 on the London Stock Exchange on 20 November 2019. The Placing Price represents a premium of 9.2% to the last reported NAV of 103.5 cent per Ordinary Share as at 30 September 2019.

 

Proposed Share Issuance Programme

Under the Share Issuance Programme, Greencoat Renewables intends to, subject to shareholder approval, issue up to 350 million New Shares.

 

·    The Share Issuance Programme is being implemented to raise additional capital over a 12-month period to provide the Company with greater financial capacity to take advantage of the strong pipeline of opportunities available to the Company.

·    As part of the Share Issuance Programme, subject to Shareholder approval, the Company will issue approximately 88 million Placing Shares pursuant to the Initial Placing at a Placing Price of €1.13 per Placing Share (ex-Q3 Dividend). The final size of the Initial Placing is expected to be announced on, or around, 10 December 2019 and may vary from the number detailed in this Announcement.

·   The net proceeds from the Initial Placing will be used to refinance the Company's Revolving Credit Facility, allowing the Company to make acquisitions whilst maintaining total gearing (currently 47%) within the target range.

·     New Shares may be allotted and issued under the Share Issuance Programme for a period of 12 months commencing on the date of passing of the resolutions at the EGM (or any earlier date on which the Share Issuance Programme is fully subscribed or that the Board, in its sole discretion, determines).

·    The Company may, at its discretion, agree to or stipulate additional conditions to any subsequent placings. If any of these conditions are not met, the issue of the relevant tranche of New Shares pursuant to the Share Issuance Programme will not proceed.

 

  Notice of EGM

·     The Initial Placing and Share Issuance Programme are not underwritten, and are conditional on, inter alia, Shareholder approval of the Placing Resolutions at the EGM to be held on 16 December 2019.

·     A Circular setting out full details of the proposals to be considered at the EGM in respect of the Share Issuance Programme and related matters, and which includes a notice of the EGM, is being dispatched to Shareholders today.

·    The EGM will be held at Davy House, 49 Dawson Street, Dublin 2, Ireland on 16 December 2019 at 10.00 a.m.

·  An electronic copy of the Circular will shortly be available on the Company's website http://www.greencoat-renewables.com/.

 

 

Details of the Initial Placing

 

·    The Initial Placing is being conducted, subject to the satisfaction of certain conditions set out in the Appendix to this Announcement (which forms part of this Announcement) through a non-pre-emptive institutional placing which will be launched immediately following this Announcement and will be made available to Placees.

 

·    J&E Davy (trading as Davy) and RBC Europe Limited (trading as RBC Capital Markets) are acting as Joint Bookrunners and Commerzbank AG is acting as Co-Lead Manager in respect of the Initial Placing.

 

·    Davy and RBC Capital Markets, being the Joint Bookrunners, will today commence the Bookbuild process in respect of the Initial Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Initial Placing.

 

·     Assuming 88 million New Shares are issued pursuant to the Initial Placing, the Company shall have authority, until 15 December 2020, to issue up to a further 262 million New Shares under the Share Issuance Programme.

 

·     All Placees who participate in the Initial Placing will be required to make bids for Placing Shares at the Placing Price. The timing of the closing of the book, pricing and allocations are at the discretion of the Company, Davy and RBC Capital Markets.

 

·     The final number of Placing Shares will be determined at the close of the bookbuild for the Initial Placing, expected at 12 noon on 9 December 2019 but may close earlier or later at the absolute discretion of the Company and the Joint Bookrunners.

 

·     The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company, including the right to receive all dividends (including the Q4 dividend) and other distributions declared, made or paid after the date of issue. The Company currently has 520 million Ordinary Shares in issue.

 

·     The Appendix to this Announcement (which forms part of the Announcement) sets out the terms and conditions of the Initial Placing.

 

 

Ronan Murphy, who is a Director, intends to participate in the Initial Placing by subscribing for approximately €25,000 worth of New Shares, so that following completion of the Initial Placing, he will hold c.170,571 Ordinary Shares, representing c.0.03% of the enlarged issued Ordinary Share capital of the Company (assuming 88 million New Shares are issued pursuant to the Initial Placing).

 

Emer Gilvarry, who is a Director, intends to participate in the Initial Placing by subscribing for approximately €10,000 worth of New Shares, so that following completion of the Initial Placing, she will hold c.67,832 Ordinary Shares, representing c.0.01% of the enlarged issued Ordinary Share capital of the Company (assuming 88 million New Shares are issued pursuant to the Initial Placing).

 

Kevin McNamara, who is a Director, intends to participate in the Initial Placing by subscribing for approximately €10,000 worth of New Shares, so that following completion of the Initial Placing, he will hold c.68,327 Ordinary Shares, representing c.0.01% of the enlarged issued Ordinary Share capital of the Company (assuming 88 million New Shares are issued pursuant to the Initial Placing).

 

Bertrand Gautier, who is a Partner at the Investment Manager, intends to participate in the Initial Placing by subscribing for approximately €10,000 worth of New Shares, so that following completion of the Initial Placing, he will hold c.77,806 Ordinary Shares, representing c.0.01% of the enlarged issued Ordinary Share capital of the Company (assuming 88 million New Shares are issued pursuant to the Initial Placing).

 

 

AIFMD Disclosures

The Company is categorised as an externally managed alternative investment fund for the purposes of the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (''AIFMD''). The attention of all Shareholders and any prospective investors in the Company, through the Share Issuance Programme or otherwise, is drawn to those disclosures required to be made under AIFMD from time to time and which are available on the Company's website: http://www.greencoat-renewables.com/investors/disclosures/aifmd 

 

Applications for Admission to Trading

The Company will apply to Euronext Dublin and to the London Stock Exchange for the Initial Placing Shares to be admitted to trading on Euronext Growth and AIM respectively. It is expected that settlement of the Placing Shares will occur, Admission will become effective and that dealings will commence in the Placing Shares at 8.00 a.m. on 17 December 2019. The Initial Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuild and the terms and conditions of the Initial Placing.

 

By choosing to participate in the Initial Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section of this Announcement.

 

 

For further information on the Announcement, please contact:

 

 

Greencoat Renewables PLC:                                                             +44 20 7832 9400

Bertrand Gautier

Paul O'Donnell                       

Tom Rayner

 

Davy (Joint Bookrunner, Nomad and Euronext Growth Advisor)       +353 1 679 6363

Fergal Meegan

Ronan Veale

Barry Murphy

 

RBC (Joint Bookrunner)                                                                     +44 20 7653 4000

Matthew Coakes

Duncan Smith

Elizabeth Evans

 

FTI Consulting (Media Enquiries)                                                       +353 1 765 0886

Jonathan Neilan

Melanie Farrell

 

About Greencoat Renewables PLC

Greencoat Renewables PLC is an investor in euro-denominated renewable energy infrastructure assets. Governed by a strong and experienced independent board, it is focused on the acquisition and management of operating wind farms in Ireland. It is managed by an experienced team at Greencoat Capital LLP, a leading European renewable investment manager with over €5 billion of assets under management across a number of funds in wind, solar and bioenergy infrastructure.

 

For more information about Greencoat Renewables PLC, please visit http://www.greencoat-renewables.com/ 

 

For more information about Greencoat Capital LLP, please visit http://www.greencoat-capital.com 

 

IMPORTANT NOTICE

 

This Announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (or to any US person), Australia, the Republic of South Africa, Canada, New Zealand, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

 

This Announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States (of from/to any US Person). Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States or any US Person and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States.

 

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Australia, the Republic of South Africa, Canada, New Zealand, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, the Joint Bookrunners or the Co-Lead Manager or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

 

This Announcement and any offer if made subsequently is subject to the Alternative Investment Fund Managers Directive ("AIFMD") as implemented by Member States of the European Economic Area. This Announcement and any offer if made subsequently is directed only at professional investors in the following member states: Ireland, the United Kingdom, Belgium, France, Germany, the Netherlands, and Sweden (together the "Eligible Member States"). The Investment Manager has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other member state (each an "Ineligible Member State"). This Announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State. The attention of all Shareholders and any prospective investors in the Company, through the Share Issuance Programme or otherwise, is drawn to disclosures required to be made under the AIFMD from time to time and which are available on the Company's website: http://www.greencoat-renewables.com/investors/disclosures/aifmd 

 

This Announcement is directed at and is only being distributed to: (A) persons in Eligible Member States of the European Economic Area who are "qualified investors", as defined in article 2(e) of the Prospectus Regulation (EU) 2017/1129, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person").  No other person should act or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person.

 

The Company and the Ordinary Shares are not and will not be registered with the Swiss Financial Market Supervisory Authority ("FINMA"). No Swiss representatives and no Swiss paying agent have been appointed. This announcement and/or any other offering materials relating to the Company may be made available in Switzerland solely to regulated qualified investors as defined in Article 10(3)(a) and (b) of the Swiss Collective Investment Scheme Act of 23 June 2006, as amended. The Ordinary Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This announcement has been prepared without regard to the disclosure standards under Article 652a of the Swiss Code of Obligations or the disclosure standards under Article 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this announcement nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland. No prospectus or other offering or marketing material relating to the Ordinary Shares or the Company have been or will be filed with or approved by any Swiss regulatory authority. In particular, this announcement has not been filed with, and the offering of the Ordinary Shares will not be supervised by FINMA.

 

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

 

Any indication in this Announcement of the price at which the Ordinary Shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

 

The Placing Shares to be issued pursuant to the Initial Placing and the Share Issuance Programme will not be admitted to trading on any stock exchange other than AIM and Euronext Growth.

 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

 

This Announcement has been issued by and is the sole responsibility of the Company. Neither the Joint Bookrunners, nor the Co-Lead Manager, nor any of their respective affiliates accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of the Joint Bookrunners or the Co-Lead Manager or any of their respective affiliates in connection with the Company, the Placing Shares or the Share Issuance Programme. The Joint Bookrunners and the Co-Lead Manager and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Bookrunners or the Co-Lead Manager or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

 

Davy, which is regulated in Ireland by the Central Bank of Ireland is acting as a Joint Bookrunner for the Company and no-one else in connection with the Share Issuance Programme and the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Share Issuance Programme, the Initial Placing and/or any other matter referred to in this Announcement.

 

RBC, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the FCA and the Prudential Regulatory Authority, which is authorised and regulated in the United Kingdom by the FCA is acting for the Company and for no one else in connection with the Share Issuance Programme and the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Share Issuance Programme, the Initial Placing and/or any other matter referred to in this Announcement.

 

Commerzbank AG and Commerzbank AG, London Branch ("Commerzbank") are authorised by the German Federal Financial Supervisory Authority and the European Central Bank. Commerzbank AG, London Branch is authorised and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority (Financial Services Register number: 124920). Commerzbank is acting for the Company and for no one else in connection with the Share Issuance Programme and the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Share Issuance Programme, the Initial Placing and/or any other matter referred to in this Announcement.

 

In connection with the Initial Placing, each of the Joint Bookrunners and the Co-Lead Manager and any of their respective affiliates, acting as investors for their own accounts, may purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Initial Placing or otherwise.

 

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Initial Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners or the Co-Lead Manager.

 

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement speaks only as of the date of this Announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by Euronext Dublin, the London Stock Exchange, the Central Bank of Ireland, the FCA or by applicable law. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

 

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Initial Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners and the Co-Lead Manager will only procure investors who meet the criteria of professional clients and eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

 

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

 

 

 

DEFINITIONS USED IN THIS ANNOUNCEMENT

 

"Admission" means admission of the Placing Shares to trading on AIM and Euronext Growth under the Share Issuance Programme;

 

''AIFMD'' means Alternative Investment Fund Managers Directive (Directive 2011/61/EU);

 

"AIM" means the Alternative Investment Market, a market regulated by the London Stock Exchange;

 

"Announcement" means this announcement and the Appendix;

 

"Board" means the board of Directors or a duly constituted committee thereof;

 

"Bookbuild" means a bookbuilding process in respect of the Initial Placing;

 

"Circular" means a circular setting out full details of the proposals to be considered at the EGM in respect of the Share Issuance Programme and related matters, including the notice of EGM;

 

"Co-Lead Manager" means Commerzbank AG;

 

"Davy" means J&E Davy, trading as Davy including its affiliate Davy Corporate Finance and other affiliates, or any of its subsidiary undertakings;

 

"Director" means a director of the Company;

 

"EGM" means the extraordinary general meeting of the Company to consider the Share Issuance Programme, the Initial Placing and related matters, convened for 10.00 a.m. on 16 December 2019 or any adjournment thereof, notice of which is set out in the Circular;

 

"Euronext Dublin" means the Irish Stock Exchange plc trading as Euronext Dublin;

 

"Euronext Growth" means the Euronext Growth market, a market operated by Euronext Dublin (formerly known as the Enterprise Securities Market);

 

"Initial Placing" means the placing of the Placing Shares pursuant to the first tranche of the Share Issuance Programme;

 

"Investment Manager" means Greencoat Capital LLP;

 

"Joint Bookrunners" and each a "Joint Bookrunner" means Davy and RBC;

 

"London Stock Exchange" or "LSE" means the London Stock Exchange plc;

 

"MAR" means Market Abuse Regulation (EU) No 596/2014;

 

"New Shares" means the new Ordinary Shares to be issued pursuant to the Initial Placing;

 

"Ordinary Share" means an ordinary share of €0.01 each in the capital of the Company;

 

"Placees" means new and existing eligible investors under the Share Issuance Programme;

  

"Placing Agreement" means the placing agreement between the Company, the Investment Manager, the Joint Bookrunners, and the Co-Lead Manager dated 21 November 2019;

 

"Placing Price" means €1.13 per Placing Share;

 

"Placing Resolutions" means resolution 1 and 2 to be proposed at the EGM, as set out in Part III of the Circular;

 

"Placing Shares" means approximately 88 million New Shares that the Company is seeking to issue in the Initial Placing;

 

"Prohibited Jurisdiction" means any jurisdiction including, without limitation, The United States, Australia, the Republic of South Africa, Canada, New Zealand, Japan or any other jurisdiction in which an offer or solicitation of New Shares is or may be unlawful;

 

"Q3 Dividend" means the 1.5075 cent per Ordinary Share dividend payable by the Company with respect to the quarter ended 30 September 2019;

 

"Q4 Dividend" means the dividend to be paid by the Company in respect of the quarter ending 31 December 2019

 

"RBC" means RBC Europe Limited (trading as RBC Capital Markets);

 

"Securities Act" means the US Securities Act of 1933, as amended;

 

"Share Issuance Programme" means the share issuance programme to be approved by the Company's shareholders at the EGM on 16 December 2019 to issue up to 350 million new Ordinary Shares over a number of tranches;

 

"Shareholder" means a registered holder of an Ordinary Share; and

 

"US Person" has the meaning set out in the Securities Act.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

APPENDIX

 

TERMS AND CONDITIONS OF THE INTIAL PLACING

 

IMPORTANT INFORMATION FOR PLACEES ONLY

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE INITIAL PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY THE JOINT BOOKRUNNERS OR THE CO-LEAD MANAGER WHO ARE:

 

(A) PERSONS IN THE FOLLOWING MEMBER STATES OF THE EUROPEAN ECONOMIC AREA: IRELAND, THE UNITED KINGDOM, BELGIUM, FRANCE, GERMANY, THE NETHERLANDS AND SWEDEN (TOGETHER, THE "ELIGIBLE MEMBER STATES") WHO ARE "PROFESSIONAL INVESTORS" FOR THE PURPOSES OF DIRECTIVE 2011/61/EU AS AMENDED (THE "ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE" OR "AIFMD") AND

 

(B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") OR

 

(C) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 

 

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA, NEW ZEALAND, JAPAN, ANY INELIGIBLE MEMBER STATE OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA, NEW ZEALAND, JAPAN, ANY INELIGIBLE MEMBER STATE OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL (EACH A "PROHIBITED JURISDICTION").

 

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES OR TO ANY US PERSON, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES.

 

 

This Announcement and any offer if made subsequently is subject to the Alternative Investment Fund Managers Directive as implemented by Member States of the European Economic Area. This Announcement and any offer if made subsequently is directed only at professional investors in the Eligible Member States. The Investment Manager has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other member state (each an "Ineligible Member State"). This Announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State. The attention of all prospective investors is drawn to disclosures required to be made under the AIFMD which are set out on the Company's website.

 

This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by Greencoat Renewables PLC (the "Company"), the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions. Any investment or investment activity to which this Announcement and the information contained herein relate is available only to Relevant Persons.

 

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

 

Any indication in this Announcement of the price at which the Ordinary Shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

 

Information to distributors

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) investors who meet the criteria of professional clients and (b) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners and the Co-Lead Manager will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

 

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

Davy, which is regulated in Ireland by the Central Bank of Ireland is acting as a Joint Bookrunner for the Company and no-one else in connection with the Share Issuance Programme and the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Share Issuance Programme, the Initial Placing and/or any other matter referred to in this Announcement.

 

RBC, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the FCA and the Prudential Regulatory Authority, is acting for the Company and for no one else in connection with the Share Issuance Programme and the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Share Issuance Programme, the Initial Placing and/or any other matter referred to in this Announcement.

 

Commerzbank AG and Commerzbank AG, London Branch ("Commerzbank") are authorised by the German Federal Financial Supervisory Authority and the European Central Bank. Commerzbank AG, London Branch is authorised and subject to limited regulation by the FCA and Prudential Regulation Authority (Financial Services Register number: 124920). Commerzbank is acting for the Company and for no one else in connection with the Share Issuance Programme and the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Share Issuance Programme, the Initial Placing and/or any other matter referred to in this Announcement.

 

By participating in the Initial Placing, each person who is invited to and who chooses to participate in the Initial Placing (a "Placee") by making or accepting an oral offer to take up Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

 

Details of the Placing Agreement and the Placing Shares

 

The Company has today entered into a placing agreement (the "Placing Agreement") with the Joint Bookrunners, the Co-Lead Manager and the Investment Manager. Pursuant to the Placing Agreement, the Joint Bookrunners have severally agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price on the Admission Date and the Co-Lead Manager has agreed to use its reasonable endeavours to procure subscribers domiciled in Germany or, with the prior consent of the Company and the Joint Bookrunners, elsewhere, for the Placing Shares at the Placing Price on the Admission Date (the "Initial Placing").

 

The Placing Shares will, when issued be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares in the capital of the Company, including the right to receive dividends (but excluding for the avoidance of doubt, the Q3 Dividend) and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.

 

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

 

Completion of the Initial Placing is conditional, inter alia, upon the passing of the Resolutions set out in the Circular.

 

Application for listing and admission to trading

 

The Company will apply to Euronext Dublin and to the London Stock Exchange for the Placing Shares to be admitted to trading on Euronext Growth and AIM respectively ("Admission"). It is expected that Admission will become effective on or around 8.00 a.m. (Dublin/London time) on 17 December 2019, and that dealings in the Placing Shares will commence at that time.

 

Bookbuild

 

Commencing today, the Joint Bookrunners will be conducting a bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Initial Placing by Placees. This announcement gives details of the terms and conditions of, and the mechanics of participation in, the Initial Placing.

 

Participation in, and principal terms of, the Bookbuilding Process

 

Participation in the Initial Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners (or either of them). The Joint Bookrunners, the Co-Lead Manager and their respective Affiliates are entitled to participate as Placees in the Bookbuilding Process.

 

The books will open with immediate effect. The Bookbuilding Process is expected to close not later than 12 noon (Dublin/London time) on 9 December 2019 but may be closed earlier at the discretion of the Joint Bookrunners. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares which are being placed (the "Placing Results Announcement"). The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.

 

A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

 

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to the usual sales contact at Davy or RBC. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. If successful, the relevant Joint Bookrunner will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement upon such person (who will at that point become a Placee) in favour of the Company and such Joint Bookrunner pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by the Joint Bookrunner. The terms of this Appendix will be deemed incorporated in that trade confirmation. Each such Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay it or (as it may direct) one of its Affiliates in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Initial Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Joint Bookrunner.

 

The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Initial Placing. The acceptance of offers shall be at the absolute discretion of the Joint Bookrunners and the Company. The Joint Bookrunners shall be entitled to affect the Initial Placing by such alternative method to the Bookbuilding Process as they shall in their absolute discretion determine. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Initial Placing.

 

To the fullest extent permissible by law, neither Joint Bookrunner, nor the Co-Lead Manager, nor any holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Joint Bookrunner, nor any of their respective Affiliates nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Initial Placing as the Joint Bookrunners and the Company may determine. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

 

Each Placee's obligations will be owed to the Company and to the relevant Joint Bookrunner or the Co-Lead Manager. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the relevant Joint Bookrunner as agent of the Company, to pay to the relevant Joint Bookrunner (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire.

 

All obligations of the Joint Bookrunners and the Co-Lead Manager under the Placing Agreement will be subject to fulfilment of the conditions referred to below under "Conditions of the Initial Placing".

 

Conditions of the Initial Placing

 

The Initial Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

 

The obligations of the Joint Bookrunners and the Co-Lead Manager under the Placing Agreement are conditional, inter alia, on:

 

1.         none of the representations and warranties on the part of the Company and the Investment Manager contained in the Placing Agreement being untrue or inaccurate, in any material respect, or misleading on and as of the date of the Placing Agreement and at all times between the date of the Placing Agreement and Admission, as though they had been given and made by reference to the facts and circumstances then subsisting;

 

2.         the performance by the Company and the Investment Manager of their respective obligations and undertakings under the Placing Agreement insofar as they fall to be performed prior to Admission;

 

3.         the Resolutions having been duly passed at the EGM; and

 

4.         Admission occurring not later than 8.00 a.m. (Dublin/London time) on 17 December 2019 or such later time as the Company and the Joint Bookrunners may agree in writing (but in any event not later than 8.00 a.m. (Dublin/London time) on 24 December 2019).

 

If (a) any condition is not satisfied in all respects (or to the extent permitted under the Placing Agreement waived by the Joint Bookrunners on behalf of themselves and on behalf of the Co-Lead Manager), or (b) the Placing Agreement is terminated in the circumstances specified below, the Initial Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of the Joint Bookrunners, the Co-Lead Manager or the Company, or any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Initial Placing generally.

 

By participating in the Initial Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.

 

Right to terminate under the Placing Agreement

 

The Joint Bookrunners may (on behalf of themselves and on behalf of the Co-Lead Manager), at any time before Admission, terminate the Placing Agreement by giving notice to the Company and the Investment Manager if, inter alia:

 

1.         there has been a breach, by the Company or the Investment Manager, of any of the representations, warranties or undertakings in the Placing Agreement which, in the good faith opinion of either of the Joint Bookrunners, is material; or

 

2.         it comes to the notice of the Joint Bookrunners that any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Initial Placing, is or has become untrue, incorrect or misleading and which, in the good faith opinion of either of the Joint Bookrunners, is material; or

 

3.         in the reasonable opinion of either of the Joint Bookrunners there shall have been a material adverse change (whether or not foreseeable at the date of the Placing Agreement) in the condition (financial, operational, legal or otherwise) or in the trading position, earnings, management, business, solvency or prospects of the Company, the Group or Investment Manager, whether or not arising in the ordinary course of business; or

 

4.         there occurs, in the good faith opinion of either of the Joint Bookrunners, any material adverse change in the financial markets in the United States, the United Kingdom or in any member or associate member of the European Union or the international financial markets, any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls, the effect of which (either singly or together) is such as to make it in the good faith judgement of either of the Joint Bookrunners impracticable or inadvisable to market the Placing Shares or to enforce contracts for sale of or subscription for the Placing Shares, or which may prejudice the success of the Initial Placing or dealings in Placing Shares in the secondary market.

 

By participating in the Initial Placing, each Placee agrees with the Joint Bookrunners that the exercise (or the refraining from exercise) by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, the Joint Bookrunners shall have no liability whatsoever to the Placees in connection with any such exercise.

 

Lock-up

 

The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and 180 days after Admission, it will not, without the prior written consent of the Joint Bookrunners enter into certain transactions involving or relating to the Ordinary Shares, subject to certain carve-outs agreed between the Joint Bookrunners and the Company.

 

By participating in the Initial Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

 

No prospectus or admission document

 

No prospectus or admission document has been or will be prepared in relation to the Initial Placing and no such prospectus or admission document is required (in accordance with Regulation 2017/1129 (the "Prospectus Regulation") or the AIM Rules and Euronext Growth Rules respectively) to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. Each Placee, by accepting a participation in the Initial Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to the Joint Bookrunners, the Co-Lead Manager and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Co-Lead Manager (other than the amount of the relevant Initial Placing participation in the oral confirmation given to Placees by the Joint Bookrunners (or either of them) and the trade confirmation referred to below), any of their respective Affiliates, nor any persons acting on their behalf or the Company and neither the Joint Bookrunners nor the Co-Lead Manager nor any of their respective Affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Initial Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Initial Placing, each Placee acknowledges to and agrees with each Joint Bookrunner (for itself and as agent for the Company) and with the Co-Lead Manager (for itself and as agent for the Company) that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Initial Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Registration and settlement

 

Settlement of transactions in the Placing Shares (ISIN IE00BF2NR112) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

 

Each Placee allocated Placing Shares in the Initial Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee and settlement instructions. Placees should settle against CREST ID: 189 for Davy, CREST ID: 388 for RBC and CREST ID: MIUAA for Commerzbank. It is expected that such trade confirmation will be despatched on 10 December 2019 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with the Joint Bookrunners or the Co-Lead Manager (as the case may be).

 

It is expected that settlement will be on 17 December 2019 on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by the Joint Bookrunners.

 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of LIBOR as determined by the Joint Bookrunners.

 

Each Placee is deemed to agree that if it does not comply with these obligations, the Joint Bookrunners or the Co-Lead Manager may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' or the Co-Lead Manager's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

 

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

 

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, none of the Joint Bookrunners, the Co-Lead Manager or the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Initial Placing.

 

Representations and Warranties

 

By participating in the Initial Placing, each Placee (and any person acting on such Placee's behalf):

 

1.          represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Initial Placing will be governed by the terms of this announcement (including this Appendix);

 

2.          acknowledges that no prospectus, admission document or offering document has been or will be prepared in connection with the Initial Placing; and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuilding Process, the Initial Placing or the Placing Shares;

 

3.          agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Joint Bookrunners and the Co-Lead Manager, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Initial Placing;

 

4.          acknowledges that the Placing Shares of the Company will be admitted to trading on Euronext Growth and AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of Euronext Dublin, the London Stock Exchange and the Market Abuse Regulation (EU Regulation No. 596/2014 (the "MAR") (collectively, the "Exchange Information") and that the Placee is able to obtain or access the Exchange Information without undue difficulty;

 

5.          acknowledges that none of the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf to provide it with any such material or information;

 

6.          acknowledges that the content of this announcement is exclusively the responsibility of the Company and that none of the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and none of the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf will be liable for any Placee's decision to participate in the Initial Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

 

7.          acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Initial Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Initial Placing, including the merits and risks involved;

 

8.          represents and warrants that it if it has received any inside information (for the purposes of the MAR or other applicable law) about the Company in advance of the Initial Placing, it has not (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed such information to any person, prior to the information being made publicly available;

 

9.          acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Bookrunners or the Co-Lead Manager or their respective Affiliates or any person acting on their behalf and understands that (i) none of the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

 

10.        represents and warrants that (i) it is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Initial Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, the Joint Bookrunners, the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Initial Placing;

 

11.        it and each account it represents is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a citizen, resident or national of Australia, the Republic of South Africa, Canada, New Zealand, Japan, any Ineligible Member State or any jurisdiction in which it would be unlawful to make or accept an offer of the Placing Shares and acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, the Republic of South Africa, Canada, New Zealand, Japan or any Ineligible Member State and, subject to certain exceptions, may not be offered, sold, transferred, taken up, renounced, distributed or delivered, directly or indirectly, within or into those jurisdictions;

 

12.        it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Initial Placing (including any electronic copies thereof), in or into the United States, Australia, the Republic of South Africa, Canada, New Zealand, Japan or any Ineligible Member State;

 

13.        represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may only be acquired by non-US Persons in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act or in transactions exempt from or not subject to the registration requirements of the Securities Act;

 

14.        represents and warrants that it is not a US Person and its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act;

 

15.        represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States or to any US Person except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

 

16.        understands that upon the initial issuance of, and until such time as the same is no longer required under the Securities Act or applicable securities laws of any state or other jurisdiction of the United States, any certificates representing the Placing Shares (to the extent such Placing Shares are in certificated form), and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend setting out the restrictions relating to the transfer of the certificated security including with respect to restrictions relating to the United States federal securities laws;

 

17.        represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares purchased by it in the Initial Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in an Ineligible Member State or an Eligible Member State other than to persons (i) who are: "qualified investors" as defined in Article 2(e) of the Prospectus Regulation or who otherwise fall within Article 1(4)(a) to (d) of the Prospectus Regulation (and which circumstances do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation) and in each case (ii) who, if they are in Ireland, the United Kingdom, Belgium, France, Germany, the Netherlands or Sweden are also professional investors for the purposes of the AIFMD or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

 

18.        represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA (to the extent applicable to it);

 

19.        represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

 

20.        represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA, the MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, terminate the Placee's participation in the Initial Placing in which event all funds delivered by the Placee to the Joint Bookrunners or the Co-Lead Manager will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

 

21.        if in the United Kingdom, represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

 

22.        if in Ireland, the United Kingdom, Belgium, France, Germany, the Netherlands or Sweden, represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2(e) of the Prospectus Regulation;

 

23.        represents and warrants that it is not located in an Ineligible Member State and, if it is located in Ireland, the United Kingdom, Belgium, France, Germany, the Netherlands or Sweden, represents and warrants that it is a professional investor for the purposes of the AIFMD;

 

24.        if in Switzerland, represents and warrants that it is a person falling within the definition of "regulated qualified investor" as defined in Article 10(3)(a) and (b) of the Swiss Collective Investment Schemes Act of 23 June 2006, as amended;

 

25.        undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Bookrunners or the Co-Lead Manager (as the case may be) may, in their absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

 

26.        acknowledges that none of the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Initial Placing, and acknowledges that none of the Joint Bookrunners or the Co-Lead Manager or any of their respective Affiliates or any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Initial Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein; 

 

27.        undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) none of the Joint Bookrunners, the Co-Lead Manager or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of one of the Joint Bookrunners which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

 

28.        acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of Ireland and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the Irish courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Joint Bookrunners, the Co-Lead Manager or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

 

29.        acknowledges that it irrevocably appoints any director of either Joint Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Initial Placing;

 

30.        acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;

 

31.        represents and warrants that any person who confirms to the Joint Bookrunners or the Co-Lead Manager on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises the Investment Manager to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

 

32.        acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which none of the Company, the Joint Bookrunners or the Co-Lead Manager will be responsible. If this is the case, the Placee should take its own advice and notify the Joint Bookrunners accordingly;

 

33.        acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this Announcement (including this Appendix);

 

34.        acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with a Joint Bookrunner or the Co-Lead Manager, any money held in an account with such Joint Bookrunner or the Co-Lead Manager on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of that Joint Bookrunner or the Co-Lead Manager. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money or the Co-Lead Manager's money as applicable in accordance with the client money rules and will be used by the relevant Joint Bookrunner or the Co-Lead Manager, as applicable,  in the course of its business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner or the Co-Lead Manager (as the case may be);

 

35.        acknowledges and understands that the Company, the Joint Bookrunners, the Co-Lead Manager and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

 

36.        acknowledges that the basis of allocation will be determined by the Company and Joint Bookrunners at their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Initial Placing;

 

37.        acknowledges and understands that the Placing Shares shall not qualify for the Q3 Dividend;

 

38.        irrevocably authorises the Company, the Joint Bookrunners and the Co-Lead Manager to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein; and

 

39.        that its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Initial Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Initial Placing.

 

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company, the Joint Bookrunners and the Co-Lead Manager (for their own benefit and, where relevant, the benefit of their Affiliates and any person acting on their behalf) and are irrevocable.

 

No claim shall be made against the Company, the Joint Bookrunners, or the Co-Lead Manager or their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Initial Placing.

 

The acknowledgements, agreements, undertakings, representations and warranties referred to above may be waived or modified in whole or in part in respect of any Placee with the prior agreement of the Company and the Joint Bookrunners.

 

No Irish or UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

 

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which none of the Company, the Joint Bookrunners or the Co-Lead Manager will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Initial Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, the Joint Bookrunners and the Co-Lead Manager in the event that any of the Company, the Joint Bookrunners and/or the Co-Lead Manager have incurred any such liability to stamp duty or stamp duty reserve tax.

 

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside Ireland and the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

 

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any such changes.

 

This Announcement has been issued by the Company and is the sole responsibility of the Company.

Each Placee, and any person acting on behalf of a Placee, acknowledges that the Joint Bookrunners and the Co-Lead Manager do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

 

Each Placee and any person acting on behalf of a Placee acknowledges and agrees that the Joint Bookrunners, the Co-Lead Manager or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

 

The rights and remedies of the Joint Bookrunners, the Co-Lead Manager and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

 

Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:

 

(a)  if he is an individual, his nationality; or

 

(b)  if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.